To combat the “proactive” agency costs of agency capitalism, this Article proposes that the United States Securities and Exchange Commission (“SEC” or “Commission”), in whatever form it deems appropriate, require mutual fund advisers to disclose, under the Proxy Voting Rule, their...

Under an Arrowian framework, centralized authority and management provides for optimal decision making in large organizations. However, Kenneth Arrow also recognized that other elements within the organization, beyond the central authority, occasionally may have superior information or...

In his keynote address at the Journal of Corporation Law spring banquet (March 8, 2012), Mr. Sharfman discusses the negative impact shareholder empowerment has on the efficiency of decision making at public companies. Shareholder empowerment is the shifting of decision making from the board of...